Nuthin' to be afraid of. But as always, to be 100% safe, back up your database before you upgrade. All your picture edits are contained in the LR database. No changes to the originals are made by LR at all until you export them, and then they are exported as new files. Your originals are still as they came out of the camera and can be gone back to at any time. My upgrade to LR3 was flawless, as was my upgrade to LR2. It even carried over my customizations and presets without my having to do anything to it. And if you want to back up your presets, you can find them by going to Edit -> Preferences -> Presets, then click the Show Lightroom Presets Folder. They are in the Develop Presets within the LR folder. Mine are here:C:\Users\<Your Username>\AppData\Roaming\Adobe\Lightroom\Develop Presets

Gene... yes I am using XP.so you didn't loose any of your links? all of my images are stored on an external that backs up to another external. so the pictures won't be gone but I am worried about the link to the image being disconnected.

I have not lost any links to my photos with any upgrade of LR, from LR1 -> LR2 -> LR3, and even with the incremental upgrades between the major upgrades. I have found the LR catalog to be a lot more stable than the PSE catalog was when I was using PSE. With that said, right now I am only using external HD's for backups. I have a 1TB and a 1.5TB internal HD that my primary copies are stored on. LR backs my catalog up to one of my EHD's also.

LR3 will update your LR2 catalog when you install it, which is why you want to have a backup in case something happens while it is updating the catalog. If the update goes wrong, which it shouldn't unless something happens to your PC during the install, you can re-import the LR2 catalog that you backed up.

Take a look at Matt K's video on how he manages his library files in LR2. LR3 manages them in the same way, so what he demonstrates for unhooking his EHD's and finding missing files works the exact same way in LR3. As long as your catalog is intact, even if you lose the links to your files, it is very easy to get them back. The video is here. LR should not remove photos from your catalogs unless you tell it to, even if the EHD is not connected during the upgrade.

blah................ I have CS5 all loaded, everything installed. But now CS3 won't let me remove it??I even went in and deactivated it. I like on remove and nothing happens? Sometimes all this technology sucks.